Legal Material Disclaimer

LEGAL MATERIAL DISCLAIMER

This Legal Material Disclaimer ("Disclaimer") is entered into as of Effective Date: by and between Provider Name: , Entity Type: Individual Corporation LLC and Provider Address: ; and Recipient Name: , Entity Type: Individual Corporation LLC and Recipient Address: (each a "Party" and together the "Parties").

Recitals

WHEREAS, Provider develops, curates or distributes certain written, electronic and audiovisual materials, training guides, templates, summaries, and other informational content concerning legal topics (collectively, the "Materials"); and

WHEREAS, Recipient desires access to or receipt of certain Materials for informational purposes, and Provider is willing to disclose the Materials subject to the terms and conditions set forth in this Disclaimer; and

WHEREAS, the Parties intend by this Disclaimer to clarify the non-advisory nature of the Materials and to allocate risk between them.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. Definitions

1.1 "Materials" means all documents, templates, summaries, presentations, recordings and communications provided by Provider to Recipient under or in connection with this Disclaimer, whether delivered orally, in writing or electronically.

2. Scope of Materials

2.1 Recipient acknowledges that the Materials are provided solely for general informational and educational purposes and are not tailored to the facts of any particular transaction or circumstance. Recipient must independently verify any facts and determine applicability of any legal principles to Recipient's situation.

2.2 Description of Materials provided or requested:

3. No Attorney-Client Relationship; No Legal Advice

3.1 The Parties expressly agree that Provider is not acting as an attorney for Recipient, that no attorney-client relationship is created by the disclosure or use of the Materials, and that Recipient should not rely on the Materials as a substitute for the advice of qualified legal counsel.

3.2 Recipient is solely responsible for seeking and obtaining independent legal advice where appropriate and for making all decisions and taking all actions based on Recipient's own evaluation of the circumstances.

4. Warranty Disclaimer

4.1 THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR THAT THE MATERIALS WILL MEET RECIPIENT'S NEEDS OR OPERATE WITHOUT INTERRUPTION OR ERROR.

5. Limitation of Liability

5.1 IN NO EVENT SHALL PROVIDER BE LIABLE TO RECIPIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE MATERIALS, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS DISCLAIMER SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING ONE THOUSAND DOLLARS (USD 1,000.00).

6. Indemnification

6.1 Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Recipient's use of the Materials, breach of this Disclaimer, or any action or inaction by Recipient based on the Materials.

7. Use Restrictions

7.1 Recipient shall not reproduce, distribute, sell, resell, license, sublicense or make available the Materials to third parties except as expressly authorized in writing by Provider. Recipient shall not remove or alter any proprietary notices or disclaimers contained in the Materials.

7.2 If Recipient is permitted to adapt any template or sample in the Materials, Recipient is responsible for ensuring the adapted document complies with applicable law and is appropriate for Recipient's specific circumstances.

8. Confidentiality

8.1 If any Materials are designated as confidential by Provider in writing, Recipient shall treat such Materials as confidential and shall not disclose them except to Recipient's employees, advisors or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Disclaimer.

9. Term and Termination

9.1 This Disclaimer becomes effective on the Effective Date and will remain in force until terminated by either Party on thirty (30) days' prior written notice. Termination shall not relieve Recipient of obligations that by their nature survive termination, including Sections 3, 4, 5, 6, 7, 8 and 11 through 15.

10. Notices

All notices, requests, demands and other communications required or permitted under this Disclaimer must be in writing and given to the Parties at the addresses set forth below or at such other address as either Party may specify in writing pursuant to this Section:

11. Amendments; Waiver

11.1 No amendment, modification or waiver of any provision of this Disclaimer shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any right or provision of this Disclaimer shall not constitute a waiver of future enforcement of that right or provision.

12. Governing Law; Venue

12.1 This Disclaimer shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties. The Parties agree that exclusive venue for any action arising out of or relating to this Disclaimer shall be in the state and federal courts located in the selected jurisdiction unless otherwise agreed in writing.

13. Entire Agreement; Severability

13.1 This Disclaimer constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

13.2 If any provision of this Disclaimer is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the invalid, illegal or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

14. Counterparts; Execution

14.1 This Disclaimer may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

14.2 The persons signing below each represent and warrant that they are duly authorized to execute this Disclaimer on behalf of the Party for which they sign.

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